Iota Communications (IOTC) Form 3 IOTA COMMUNICATIONS / James Francis Dullinger ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Dullinger James Francis

(Last) (First) (Middle)

C/O IOTA COMMUNICATIONS, INC.

645 HAMILTON STREET, SUITE 400

(Street)

ALLENTOWN PA 18101

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2019

3. Issuer Name and Ticker or Trading Symbol
IOTA COMMUNICATIONS, INC. [ IOTC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	(1)	(1)	Common Stock	2,000,000	(1)	D

Explanation of Responses:

1. These Stock Options were granted to the Reporting Person pursuant the Issuer's 2017 Equity Incentive Plan. The Stock Options are subject to a three-year vesting schedule, with 8.33% of the options vesting in 12 successive equal quarterly installments, provided that the Reporting Person is employed by the Issuer on each vesting date. 50% of the Stock Options are exercisable at the exercise price of $0.40, 25% of the Stock Options are exercisable at $0.80, and 25% of the Stock Options are exercisable at $1.20.

	/s/ James F. Dullinger	12/17/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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